Articles of Incorporation Change of ownership

[torps2003]

What is the name of your state? Michigan

I have recently filed and had apporved articles of incorp. in michigan for a construction company. At the time, there was only one incorporator, yet their were two owners. Each sharing 50% ownership. Now, I would like to change ownership in the articles by adding another owner. Ownership breakdown would be 50, 40, 10. Any advice on how I do that or where to start? Thanks

 

[chrissie]

In the Articles of Incorporation, you named an incorporator. You did not name the shareholders, correct? Whether the incorporator was/was not a current shareholder is inconsequential. As such, nothing needs to be done with the Articles. Only if you change the number or class of total authorized shares of the company will you need to file an Amendment to the Articles of Incorporation.

Ownership in the corporation is distributed via the issuance of shares, and the shares issued must be proportionate to the shareholder's investment. Therefore, you must divvy up shares in the company accordingly.

A meeting of the Board should be held for the issuance of the shares and should be documented in a resolution, to be filed in your corporate minutes book. These formalities must be followed by all corporations. Once the resolution has been made, then stock certificates should be issued.

If you plan on adding the third person as a director or officer, this must also be done via a resolution (shareholders appoint board members, board members elect officers).